Vishay Intertechnology, Inc. (VSH)
NYSE: VSH · Real-Time Price · USD
44.74
+2.57 (6.09%)
May 22, 2026, 9:42 AM EDT - Market open
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AGM 2026

May 18, 2026

Marc Zandman
Executive Chairman and Chief Business Development Officer, Vishay Intertechnology

Good morning, ladies and gentlemen, and welcome to the 2026 Annual Meeting of Vishay Intertechnology, Inc.. I am Marc Zandman, Executive Chairman of the Board and Chief Business Development Officer, and I will act as the executive chairman of this meeting. On to our meeting. I would like to introduce Peter Henrici, the Corporate Secretary of the company, to conduct the business portion of today's proceedings.

Peter Henrici
EVP of Corporate Development, Vishay Intertechnology

Good morning, ladies and gentlemen, and thank you for virtually attending the 26th Annual Meeting of Vishay Intertechnology, Inc. Let's begin by addressing a few formalities. We have adopted an agenda that will govern the order of business and the rules of order for the meeting. Copies of the agenda and the rules are available on the virtual meeting site. We ask that participants abide by these rules. If you are a stockholder and wish to ask a question, you can submit your question at any time on the virtual meeting website. We will post summaries of pertinent questions that comply with the rules of order and our answers to those questions on our investor relations website following the meeting. The polls are open. Stockholders may cast votes online while the polls are open.

Marc Zandman
Executive Chairman and Chief Business Development Officer, Vishay Intertechnology

I would like to introduce the directors of the company, in addition to myself, who are in attendance through remote access today. Mr. Joel Smejkal, Mrs. Ruta Zandman, Dr. Renee Booth, Mr. Michael Cody, Dr. Michiko Kurahashi, Dr. Abraham Ludomirski, Mr. John Malvisi, Mr. Raanan Zilberman.

Peter Henrici
EVP of Corporate Development, Vishay Intertechnology

Representatives of Deloitte & Touche LLP, the company's external auditor, and Troutman Pepper Locke LLP, the company's counsel, are present through remote access. We also have with us today Mr. Michael O'Sullivan, our Executive Vice President and Chief Administrative and Legal Officer, who has agreed to serve as our inspector of election. I now call our 2026 Annual Meeting of Stockholders officially to order. Mr. O'Sullivan will act as the inspector of election, and he has taken the oath of office as required by law. I have been informed by the inspector that proxies representing 91.5% of total votes eligible to be cast at the meeting by Vishay's total issued and outstanding common stock and Class B common stock entitled to vote have been received and that a quorum is present at this meeting authorizing the conduct of business.

The polls will continue to be open at this meeting while all eligible matters for stockholder action are introduced. Each of the director candidates has been duly nominated, Each of the other matters to be voted on at this meeting, as listed in the order of business, are considered to have already been moved and seconded and opened to a stockholder vote. First, we will proceed to move each of the proposals for a vote. Following the balloting, we will present the voting results. The first item of business is the election of directors. The board has nominated the following persons to serve as Class 2 directors until the 2029 annual meeting of stockholders. Michael J. Cody, Dr. Abraham Ludomirski, John Malvisi, Raanan Zilberman. I would like to move for the approval of the election of these nominees as directors.

The second item of business is the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. I would like to move for such ratification. The third item of business is the advisory vote on compensation of our named executive officers, as disclosed in the proxy statement for this meeting. I would like to move for the approval on an advisory basis of that executive compensation. The fourth item of business is the approval of amendment number 1 to the Vishay Intertechnology, Inc. 2023 Long-Term Incentive Plan , as disclosed in the proxy statement for this meeting. I would like to move for such vote to be held on an annual basis. We have not received notice of any other business to be presented at this meeting. The polls are now closed.

I will now share with you the preliminary voting tabulation. Any votes that were cast at the meeting have not yet been included in this preliminary voting tabulation. They will be included in the final report of the Inspector of Election and in our published voting results. First, with respect to the election of the four persons who were nominated for the position of director to serve until the 2029 annual meeting of stockholders, each has been elected by a plurality of the votes of the shares of common stock and Class B common stock, voting together as a single class present or represented by proxy. Accordingly, the four nominees for directors have been duly elected.

Second, with respect to the ratification of the selection of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31st, 2026, the proposal has passed with the affirmative votes of a majority of the votes of the shares of common stock and Class B common stock, voting together as a single class present or represented by proxy and voted on this proposal. Accordingly, the appointment of Deloitte & Touche LLP to serve as independent registered public accountants for the fiscal year ending December 31st, 2026 has been duly ratified.

Third, with respect to the advisory vote on the company's named executive officer compensation, the proposal has passed on advisory basis with the affirmative vote of a majority of the votes of the shares of common stock and Class B common stock, voting together as a single class present or represented by proxy and voted on this proposal. Accordingly, the company's current executive compensation structure has been duly approved on an advisory basis. Fourth, with respect to the approval of amendment number 1 to the 2023 plan, the proposal to approve amendment number 1 to the Vishay Intertechnology, Inc. 2023 Long-Term Incentive Plan has passed with the affirmative vote of a majority of the votes of the shares of common stock and Class B common stock, voting together as a single class present or represented by proxy and voted on this proposal.

We will post the details of all these matters on our investor relations website and file a Form 8-K with the Securities and Exchange Commission to report these results. The final report of the Inspector of Election will be added to the minutes of this meeting. Ladies and gentlemen, that completes the business portion of our 2026 annual meeting.

Marc Zandman
Executive Chairman and Chief Business Development Officer, Vishay Intertechnology

Thank you, Peter. I declare the meeting adjourned. Thank you everyone for joining us today at Vishay's 2026 Annual Meeting of Stockholders and enjoy the rest of your day.

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